Ordinance No. 13,891ORDINANCE NO. 13,89 1
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS,
APPROVING THE PROFESSIONAL SERVICES AGREEMENT BETWEEN THE BAYTOWN
AREA WATER AUTHORITY AND BUSCH, HUTCHISON AND ASSOCIATES, INC., D/B/A
HUTCHISON & ASSOCIATES FOR THE BAYTOWN AREA WATER AUTHORITY FM 1405 16-
INCH WATERLINE PROJECT; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF .
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WHEREAS, the Baytown Area Water Authority's enabling legislation requires that the City Council approve
certain agreements before Baytown Area Water Authority ("BA WA") enters into the same; and
WHEREAS, on September 19, 2018, the Board of Directors ofBAWA approved the Professional Services
Agreement with Busch, Hutchison and Associates, Inc., d/b/a Hutchison & Associates for the Baytown Area Water
Authority FM 1405 16-inch Waterline Project; and
WHEREAS , the City of Baytown desires to approve such agreement; NOW THEREFORE,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS :
Section 1:
adopted.
That the recital s set forth hereinabove are hereby found to be true and correct and are hereby
Section 2 : That the City Council of the City of Baytown, Texas, hereby approves the Professional Services
Agreement between the Baytown Area Water Authority and Busch, Hutchison and Associates, Inc., d/b/a Hutchison &
Associates for the Baytown Area Water Authority FM 1405 16-inch Waterline Project, which agreement is attached
hereto as Exhibit "A" and incorporated herein for all intents and purposes.
Section 3: This ordinance sha ll take effect immediately from and aft passage by the City Council of
the City of Baytown.
INTRODUCED, READ and PASSED by the affirmative vote of the
27tJ' day of September, 2018.
APPROVED AS TO FORM:
\\co b fs O 1\l egai\Karen\Fil es\C ity Councii\Ordinances\2 0 18\September 27\Approving BA W AAgreeme ntforBHA.doc
EXHIBIT A
STANDARD FORM OF AGREEMENT
BETWEEN OWNER AND ENGINEER
FOR
PROFESSIONAL SERVICES
THIS AGREEMENT effective as of the_ day of September, 2018 ("Effective Date").
Between
Baytown Area Water Authority ("OWNER")
and
Busch, Hutchison and Associates, Inc., d/b/a Hutchison & Associates ("ENGINEER")
OWNER intends to contract to provide professional engineering design and consulting services related to the FM
1405 16-inch Diameter Waterline Project (the "Project"), which will extend from the Cedar Bayou Generating
Station discharge canal north to FM 565 . ENGINEER shall perform the land surveying, right of way mapping, field
note description of right-()f..way parcels, and design work for the construction of the Project. Additionally,
ENGINEER shall perform the following services necessary for the following :
Topographic Surveying : The TxDOT 300-foot wide right-of-way for FM 1405 will be
surveyed to determine the design topography along the waterline route . This will include the
surface features as well as the underground pipelines and canal crossing .
Right-of-Way : The existing ROW of FM 1405 is 300 feet wide . ENGINEER will perform
boundary surveying to map the west side ROW and the intersection ROW with FM 565 .
Utilities: I 6" potable water using C-900 PVC and HOPE DR I I for directionally drilled pipe .
OWNER and ENGINEER in consideration of their mutual covenants as set forth herein agree as follows :
Standard Form of Agreement
Berween Owner and Engineer for Professional Services
Page I of 12
EXHIBIT A
TABLE OF CONTENTS
ARTICLE I -SERVICES OF ENGINEER ........................................................................................................................ 3
1.01 Scope ................................................................................................................................................................. 3
ARTICLE 2-OWNER'S RESPONSIBILITIES ................................................................................................................. 3
2.01 General ............................................................................................................................................................... 3
ARTICLE 3 -TIMES FOR RENDERING SERVICES ...................................................................................................... 3
3.01 General ............................................................................................................................................................... 3
3.02 Suspension ......................................................................................................................................................... 3
ARTICLE 4-PAYMENTS TO ENGINEER ...................................................................................................................... 3
4.01 Methods of Payment for Services and Reimbursable Expenses ofENGINEER ............................................. 3
4.02 Other Provisions Concerning Payments ............................................................................................................ 3
ARTICLE 5 -OPINIONS OF COST ................................................................................................................................... 4
5.01 Opinions of Probable Construction Cost.. ........................................................................................................ 4
5.02 Designing to Construction Cost Limit.. ............................................................................................................ 4
5.03 Opinions ofTotal Project Costs ....................................................................................................................... 4
ARTICLE 6-GENERAL CONSIDERATIONS ................................................................................................................. 4
6.01 Standards of Performance ................................................................................................................................. 4
6.02 Authorized Project Representatives .................................................................................................................. 5
6.03 Design without Construction Phase Services .................................................................................................... 5
6.04 Use of Documents ............................................................................................................................................. 5
6.05 Insurance ............................................................................................................................................................ 6
6.06 Termination ....................................................................................................................................................... 6
6.07 Controlling Law ................................................................................................................................................. 7
6.08 Successors , Assigns, and Beneficiaries ............................................................................................................. 7
6.09 Dispute Resolution ............................................................................................................................................ 7
6.10 Hazardous Environmental Condition ................................................................................................................ 7
6. II Allocation of Risks ............................................................................................................................................ 8
6.12 Notices ............................................................................................................................................................... 8
6.13 Survival .............................................................................................................................................................. 8
6.14 Severability ........................................................................................................................................................ 8
6.15 Waiver ............................................................................................................................................................... 8
6.16 Headings ............................................................................................................................................................ 8
ARTICLE 7-DEFINITIONS .............................................................................................................................................. 8
7.01 Defined Terms .................................................................................................................................................. 8
ARTICLE 8-EXHIBITS AND SPECIAL PROVISIONS ............................................................................................... II
8.01 Exhibits Included ............................................................................................................................................. II
8.02 Total Agreement .............................................................................................................................................. II
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 2 of 12
EXHIBIT A
ARTICLE l -SERVICES OF ENGINEER
1.01 Scope
A. ENGINEER shall provide the Basic and Additional
Services set forth herein and in Exhibit A.
B. (Modified) Upon issuance of a notice to proceed by
the OWNER, ENGINEER is authorized to begin Basic
Services as set forth in Elthibit A.
C. (Deleted)
ARTICLE 2-OWNER'S RESPONSIBILITIES
2.0 l General
A. OWNER shall have the responsibilities set forth
herein and in Exhibit B.
ARTICLE 3 -TIMES FOR RENDERING SERVICES
3.01 General
A. (Modified) ENGINEER's services and compensation
under this Agreement have been agreed to for the Project
together with other services specified in Exhibit A.
ENGINEER's obligation to render services hereunder will be
for whatever period necessary for the final completion of said
services.
B. (Deleted)
C. (Modified) For purposes of this Agreement the term
"day" means a calendar day of 24 hours.
3.02 Suspension
A. (Deleted)
B. (Modified) If ENGINEER's services are suspended
by OWNER, ENGINEER may be entitled to equitable
adjustment of rates and amounts of compensation provided for
elsewhere in this Agreement to reflect, reasonable costs
incurred by ENGINEER in connection with such suspension
and reactivation and the fact that the time for performance
under this Agreement has been revised, unless such delay or
suspension is caused in whole or in part by the ENGINEER,
its officers, agents , or employees . If ENGINEER causes or
contributes to the delay or suspension , ENGINEER shall have
no right to seck additional compensation .
ARTICLE 4-PAYMENTS TO ENGINEER
4.01 Methods of Payment for Services and
Reimbursable Expenses of ENGINEER
A. For Basic Services. OWNER shall pay ENGINEER
for Basic Services performed or furnished under Elthibit A,
Part I, as set forth in Exhibit C.
B. For Additional Services . OWNER shall pay
ENGINEER for Additional Services performed or furnished
under Exhibit A, Part 2, as set forth in Exhibit C.
C. (Modified) For Reimbursable Expenses. In
addition to payments provided for in paragraphs 4 .01.A and
4.01.B, OWNER shall pay ENGINEER for Reimbursable
Expenses incurred by ENGINEER and ENGINEER's
Consultants as set forth in Exhibit C. However, all expenses
associated with meals and lodging must be approved in
writing by OWNER prior to ENGINEER incurring any
expense associated therewith; otherwise, the parties hereto
agree and understand that OWNER shall not be liable and
ENGINEER shall not make a claim against OWNER for any
such expenses.
4.02 Other Provisions Concerning Payments
A. Preparation of Invoices . Invoices will be prepared
in accordance with OWNER's standard processing practices
and will be submitted to OWNER monthly by ENGINEER,
unless otherwise agreed . ENGINEER shall supply detailed
back-up information along with each invoice in order for the
OWNER to effectively evaluate the fees and charges. The
amount billed in each invoice will be calculated as set forth in
Exhibit C. Invoices shall be received by the OWNER not
later than sixty calendar (60) days from the date the
ENGINEER and/or its subconsultants perform the services or
incur the expense . Failure by ENGINEER to comply with the
requirements herein in a timely manner with this requirement
shall result in the ENGINEER'S invoice being denied.
B. (Modified) Payment of Invoices . Invoices are due
and payable within thirty (30) days after the receipt of the
invoice and the necessary backup information . If OWNER
fails to make any payment due ENGINEER for services and
expenses within thirty (30) days after receipt of ENGINEER's
invoice and the required backup documentation therefor, the
amounts due ENGINEER will accrue interest at the rate set
forth in Section 2251 .025 of the Texas Government Code (or
th e maximum rate of interest permitted by law, if less) after
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Between Owner and Engineer fo r Professional Services
Page 3 of 12
EXHIBIT A
the thirtieth (30th) day. ENGINEER may after giving seven
(7) days' written notice to OWNER suspend services under
this Agreement until ENGINEER has been paid in full all
amounts due for services, expenses, and other related charges.
However, it is expressly understood and agreed that
ENGINEER will not charge any interest or penalty as set forth
herein on any portion of an invoice that is disputed and/or
withheld in accordance with paragraph 4.02 and that
ENGINEER will not suspend services under the agreement on
account of a disputed invoice or on account of monies
withheld . All payments will be credited first to principal and
then to interest.
C. Disputed Invoices . In the event of a disputed or
contested invoice, only that portion so contested may be
withheld from payment, and the undisputed portion will be
paid.
D. Payments Upon Tem1ination . In the event of any
termination under section 6.06, ENGINEER will be entitled to
invoice OWNER and will be paid in accordance with Exhibit
C for all services performed or furnished and all Reimbursable
Expenses incurred through the effective date of termination
provided all instruments of service have been tendered to the
OWNER ..
2 . (Deleted)
E. (Modified) Records of ENGINEER's Costs .
Records of ENGINEER's costs pertinent to ENGINEER's
compensation under this Agreement shall be kept in
accordance with generally accepted accounting practices.
Copies of such records will be made available to OWNER
upon request at no cost to OWNER.
F. Legislative Actions. In the event of legislative
actions after the Effective Date of the Agreement by any level
of government that impose taxes, fees , or costs on
ENGINEER 's services or other costs in connection with this
Project or compensation therefor. such new taxes. fees , or
costs shall be invoiced to and paid by OWNER as a
Reimbursable Expense . Should such taxes, fees , or costs be
imposed, they shall be in addition to ENGINEER's estimated
total compensation .
ARTICLE 5-OPINIONS OF COST
5.01 Opinions of Probable Construction Cost
A. ENGINEER's opinions of probable Construction
Cost provided for herein are to be made on the basis of
ENGINEER 's experience and qualifications and represent
ENGINEER's best judgment as an experienced and qualified
professional generally familiar with the industry. However,
since ENGINEER has no control over the cost of labor,
materials, equipment, or services furnished by others, or over
the Contractor's methods of determining prices, or over
competitive bidding or market conditions, ENGINEER cannot
and does not guarantee that proposals, bids, or actual
Construction Cost will not vary from opinions of probable
Construction Cost prepared by ENGINEER. If OWNER
wishes greater assurance as to probable Construction Cost,
OWNER shall employ an independent cost estimator as
provided in Exhibit B.
5.02 Designing to Construction Cost Limit
A . (Deleted)
5.03 Opinions of Total Project Costs
A. (Deleted)
ARTICLE 6-GENERAL CONSIDERA TIOI'iS
6.01 Standards of Performance
A . (Modified) The standard of care for all professional
engineering and related services performed or furnished by
ENGINEER under this Agreement will be the care and skill
ordinarily used by persons performing the applicable
disciplines, including, but not limited to, surveyors and
professional engineers, practicing under similar circwnstances
at the same time and in the same locality.
B . (Modified) ENGINEER and all professionals
performing services under this Agreement shall be responsible
for the technical accuracy of their services and documents
resulting therefrom, and OWNER shall not be responsible for
discovering deficiencies therein . ENGINEER shall correct
such deficienc ies without additional compensation except to
the extent such action is directly attributable to deficiencies in
OWNER-furnished information upon which ENGINEER is
authorized to rely as provided in Section 6 .0l .E .
C. ENGINEER shall perform or furnish professional
engineering and related services in all phases of the Project to
which this Agreement applies. ENGINEER shall serve as
OWNER's prime professional for the Project. Such
professionals shall be appropriately licensed and/or registered
to practice in the State of Texas. ENGINEER may employ
such ENGINEER's Consultants as ENGINEER deems
necessary to assist in the performance or furnishing of the
services. ENGINEER shall not be required to employ any
ENGINEER's Consultant unacceptable to ENGINEER.
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 4 of 12
EXHIBIT A
D. ENGINEER and OWNER shall comply with
applicable Laws or Regulations and OWNER-mandated
standards. This Agreement is based on these requirements as
of its Effective Date. Changes to these requirements after the
Effective Date of this Agreement may be the basis for
modifications to OWNER's responsibilities or to
ENGINEER's scope of services, times of performance, or
compensation.
E. (Modified) OWNER shall be responsible for, and
ENGINEER may rely upon, the accuracy and completeness of
all requirements, programs, instructions, reports, data, and
other information furnished by OWNER to ENGINEER
pursuant to this Agreement, unless expressly stated or
communicated otherwise by OWNER . ENGINEER may use
such requirements, reports, data, and information m
performing or furnishing services under this Agreement.
F. OWNER shall make decisions and carry out its other
responsibilities in a timely manner and shall bear all costs
incident thereto so as not to delay the services of ENGINEER.
G . Prior to the commencement of the Construction
Phase, OWNER shall notify ENGINEER of any variations
from the language indicated in Exhibit E, "Notice of
Acceptability of Work," or of any other notice or certification
that ENGINEER will be requested to provide to OWNER or
third parties in connection with the Project. OWNER and
ENGINEER shall reach agreement on the terms of any such
requested notice or certification, and OWNER shall authorize
such Additional Services as are necessary to enable
ENGINEER to provide the notices or certifications requested.
H. (Modified) ENGINEER shall not be required to sign
any docwnents, no matter by whom requested, that would
result in ENGINEER's having to certify, guarantee or warrant
the existence of conditions whose existence ENGINEER
cannot ascertain ; provided, that ENGINEER has exercised
due diligence and was not otherwise required to certify,
guarantee or warrant the existence of such conditions.
I. During the Construction Phase, ENGINEER shall
not supervise, direct, or have control over Contractor's work,
nor shall ENGINEER have authority over or responsibility for
the means , methods, techniques, sequences, or procedures of
construction selected by Contractor, for safety precautions and
programs incident to the Contractor's work in progress, nor
for any failure of Contractor to comply with Laws and
Regulations applicable to Contractor's furnishing and
performing the Work.
J. (Modified) ENGINEER neither guarantees the
performance of any Contractor nor asswnes responsibility for
any Contractor's failure to furnish and perform the Work in
accordance with the Contract Docwnents. However, nothing
contained in this paragraph shall be construed so as to absolve
ENGINEER from liability for any such failure about which
ENGINEER knew or should have known existed in the
exercise of ENGINEER's services under this Agreement.
K . (Modified) ENGINEER shall not be responsible for
the acts or omissions of any Contractor(s), subcontractor or
supplier, or of any of the Contractor 's agents or employees or
any other persons (except ENGINEER's own employees and
its consultants for which it is legally liable) at the Site or
otherwise furnishing or performing any of the Contractor's
work; or for any decision made on interpretations or
clarifications of the Contract Docwnents given by OWNER
without consultation and advice of ENGINEER .
L. (Modified) The General Conditions for any
construction contract docwnents prepared hereunder are to be
the Standard Form of Agreement between Owner and
Contractor and as approved by OWNER in writing.
6.02 Authorized Project Representatives
A. Contemporaneous with the execution of this
Agreement, ENGINEER and OWNER shall designate
specific individuals to act as ENGINEER's and OWNER's
representatives with respect to the services to be performed or
furnished by ENGINEER and responsibilities of OWNER
under this Agreement. Such individuals shall have authority
to transmit instructions, receive information, and render
decisions relative to the Project on behalf of each respective
party .
6.03 Design without Construction Phase Services
(Deleted)
6.04 Use of Documents
A. (Modified) Upon execution of this Agreement, the
ENGINEER grants to the OWNER an ownership interest in
the Instruments of Service. The ENGINEER shall obtain
similar interests from the OWNER and the ENGINEER's
consultants consistent with this Agreement. Within seven
days of any termination or expiration of this Agreement, fue
ENGINEER shall be required to tender to OWNER all
lnstrwnents of Service; provided OWNER has paid all
monies, excluding any disputed amount, due and owing to
ENGINEER in accordance with this Agreement. With such
ownership interest, it is expressly understood by the parties
hereto that fue OWNER may use the Instruments of Service
for any purposes which the OWNER sees fit, including, but
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Between Owner and Engineer for Professional Services
Page 5 of 12
EXHIBIT A
not limited to , subsequent construction, reconstruction,
alteration, and/or repairs of the Project.
B. (Modified) Copies of OWNER-furnished data that
may be relied upon by ENGINEER are limited to the printed
copies that are delivered to ENGINEER pursuant to Exhibit B
unless otherwise expressly stated or communicated by
OWNER. Files in electronic media format of text, data,
graphics, or of other types that are furnished by OWNER to
ENGINEER are only for convenience of ENGINEER. Any
conclusion or information obtained or derived from such
electronic files will be at the user's sole risk .
C. Copies of Documents that may be relied upon by
OWNER are limited to the printed copies (also known as hard
copies) that are signed or sealed by the appropriate
professional. Files in electronic media format of text , data,
graphics, or of other types that are furnished by ENGINEER
to OWNER are only for convenience of OWNER. Any
conclusion or information obtained or derived from such
electronic files will be at the user 's sole risk .
D . Because data stored in electronic media format can
deteriorate or be modified inadvertently or otherwise without
authorization of the data's creator, the pany receiving
electronic files agrees that it will perform acceptance tests or
procedures within sixty (60) days, after which the receiving
party shall be deemed to have accepted the data thus
transferred . The party delivering the electronic files will
correct any errors detected within the sixty (60) day
acceptance period . ENGINEER shall not be responsible to
maintain documents stored in electronic media format after
acceptance by OWNER.
E. When transfening documents in electronic media
format, ENGINEER makes no representations as to long-term
compatibility, usability, or readability of documents resulting
from the use of software application packages, operating
systems, or computer hardware differing from those used by
ENGINEER at the beginning of this Project.
F . (Modified) Any use of the Documents on any
extension of the Project or on any other project shall be at
OWNER's sole risk and OWNER hereby releases
ENGINEER from any liability associated solely with the reuse
of the Documents.
G . If there is a discrepancy between the electronic files
and the hard copies. the hard copies govern .
H . Any verification or adaptation of the Documents for
extensions of the Project or for any other project will entitle
ENGINEER to further compensation at rates to be agreed
upon by OWNER and ENGINEER .
6.05 Insurance
A. ENGINEER shall procure and maintain insurance as
set fonh in Exhibit G, "Insurance."
B. Not used .
C. Not used .
D. Not used .
E. Not used.
F. At any time, OWNER may request that ENGINEER,
at OWNER's sole expense, provide additional insurance
coverage, increased limits, or revised deductibles that are
more protective than those specified in Exhibit G . If so
requested by OWNER, with the concurrence of ENGINEER,
and if commercially available, ENGINEER shall obtain and
shall require ENGINEER's Consultants to obtain such
additional insurance coverage. different limits, or revised
deductibles for such periods of time as requested by OWNER,
and Exhibit G will be supplemented to incorporate these
requirements.
6.06 Termination
A. (Modified)
terminated :
The obligations hereunder may be
I. For cause,
a. (Modified) By either party upon thiny (30)
days written notice in the event of failure by the other
pany to perform in accordance with the terms hereof
through no fault of the terminating party: or
b. By ENGINEER upon seven (7) days
written notice if ENGINEER is being requested by
OWNER to furnish or perform services contrary to
ENG INEER's responsibility as a licensed
professional.
c. Notwithstanding the foregoing , this
Agreement will not terminate as a result of such
substantial failure if the party receiving such notice
begins , within seven (7) days of receipt of such
notice. to correct its failure to perform and proceeds
diligently to cure such failure within no more than
thirty (30) days of receipt thereof; provided,
however, that if and to the extent such substantial
failure cannot be reasonably cured within such thirty
(30) day period, and if such pany has diligently
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 6 of 12
EXHIBIT A
attempted to cure the same and thereafter continues
diligently to cure the same then the cure period
provided for herein shall extend up to, but in no case
more than sixty (60) days after the date of receipt of
the notice .
2. For convenience by OWNER effective upon the
receipt of notice by ENGINEER.
B. Not used .
6.07 Controlling Law
A. This Agreement is to be governed by the law of the
state in which the Project is located. Venue for all purposes
shall be in Harris County. Texas .
6.08 Successors, Assigns, and Beneficiaries
A. OWNER and ENGINEER each is hereby bound and
the partners, successors, executors, administrators and legal
representatives of OWNER and ENGINEER (and to the
extent permitted by paragraph 6.08.8 the assigns of OWNER
and ENGINEER) are hereby bound to the other party to this
Agreement and to the partners, successors, executors,
administrators and legal representatives (and said assigns) of
such other party , in respect of all covenants, agreements and
obligations of this Agreement.
B. Neither OWNER nor ENGINEER may assign,
sublet, or transfer any rights under or interest (including, but
without limitation, moneys that are due or may become due) in
this Agreement without the written consent of the other,
except to the extent that any assigrunent, subletting, or transfer
is mandated or restricted by law . Unless specifically stated to
the contrary in any written consent to an assignment, no
assignment will release or discharge the assignor from any
duty or responsibility under this Agreement.
C. Unless expressly provided otherwise m this
Agreement:
I . Nothing in this Agreement shall be construed to
create, impose, or give rise to any duty owed by OWNER
or ENGINEER to any Contractor, Contractor's
subcontractor. supplier, other individual or entity. or to
any surety for or employee of any of them.
2. All duties and responsibilities undertaken
pursuant to this Agreement will be for the sole and
exclusive benefit of OWNER and ENGINEER and not
for the benefit of any other party. The OWNER agrees
that the substance of the provisions of this paragraph
6.08.C shall appear in the Contract Documents .
6.09 Not Used.
6.10 Hazardous Environmental Condition
A. OWNER represents to ENGINEER that to the best
of its knowledge a Hazardous Environmental Condition does
not exist.
B. (Modified) OWNER has disclosed to the best of
its knowledge and belief to ENGINEER the existence of all
Asbestos, PCB's, Petroleum , Hazardous Waste, or
Radioactive Material located at or ncar the Site, including
type, quantity and location.
C. (Modified) If a Hazardous Environmental
Condition is encountered or alleged, ENGINEER shall have
the obligation to notifY OWNER on or before the next
business day of the same .
D . It is acknowledged by both parties that
ENGINEER 's scope of services does not include any services
related to a Hazardous Environmental Condition . In the event
ENGINEER or any other party encounters a Hazardous
Environmental Condition, ENGINEER may, at its option and
without liability for consequential or any other damages,
suspend performance of services on the portion of the Project
affected thereby until OWNER : (i) retains appropriate
specialist consultant(s) or contractor(s) to identity and, as
appropriate, abate. remediate, or remove the Hazardous
Environmental Condition; and (ii) warrants that the Site is in
full compliance with applicable Laws and Regulations.
E. OWNER acknowledges that ENGINEER is
performing professional services for OWNER and that
ENGINEER is not and shall not be required to become an
"arranger," "operator," "generator," or ''transporter" of
hazardous substances , as defined in the Comprehensive
Environmental Response, Compensation, and Liability Act of
1990 (CERCLA), which are or may be encountered at or near
the Site in connection with ENGINEER's activities under this
Agreement.
F. If ENGINEER's services under this Agreement
cannot be performed because of a Hazardous Environmental
Condition. the existence of the condition shall justifY
ENGINEER's terminating this Agreement for cause on thirty
(30) days' notice .
6.11 Allocation of Risks
A. (Modified) Indemnification . Sec Exhibit K.
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Between Owner and Engineer for Professional Services
Page 7 of 12
EXHIBIT A
B. (Added) Notwithstanding anything to the contrary
contained in this Agreement, the OWNER and ENGINEER
hereby agree that no claim or dispute between the OWNER
and ENGINEER arising out of or relating to this Agreement
shall be decided by any arbitration proceeding including,
without limitation, any proceeding under the Federal
Arbitration Act (9 U .S.C. Sections 1-14), or any applicable
State arbitration statute, including, but not limited to, the
Texas General Arbitration Act, provided that in the event
that the OWNER is subjected to an arbitration proceeding
notwithstanding this provision, ENGINEER consents to be
joined in the arbitration proceeding if ENGINEER'S
presence is required or requested by the OWNER for
complete relief to be recorded in the arbitration proceeding.
6.12 Notices
A . (Modified) Any notice required under this
Agreement will be in writing, addressed to the appropriate
party at its address on the signature page and given personally,
or by registered or certified mail postage prepaid, or by a
commercial courier service. Additionally, notices may be
given via facsimile or by electronic mail if such notice is also
given personally, or by registered or certified mail or by a
commercial courier service. All notices shall be effective
upon the date of receipt.
6.13 Survival
A. (Modified) All express representations,
indemnifications, and limitations of liability included in this
Agreement will survive its completion or termination for any
reason .
6.14 Severability
A. Any provision or part of the Agreement held to be
void or unenforceable under any Laws or Regulations shall be
deemed stricken, and all remaining provisions shall continue
to be valid and binding upon OWNER and ENGINEER, who
agree that the Agreement shall be reformed to replace such
stricken provision or part thereof with a valid and enforceable
provision that comes as close as possible to expressing the
intention of the stricken provision.
6.15 Waiver
A. Non-enforcement of any provision by either party
shall not constitute a waiver of that provision, nor shall it
affect the enforceability of that provision or of the remainder
of this Agreement .
6.16 Headings
A . The headings used in this Agreement are for general
reference only and do not have special significance.
ARTICLE 7-DEFINITIONS
7.01 Defined Terms
A. Wherever used in this Agreement (including the
Exhibits hereto) and printed with initial or all capital letters,
the terms listed below have the meanings indicated, which
are applicable to both the singular and plural thereof:
I. Addenda--Written or graphic instruments issued
prior to the opening of Bids which clarify, correct, or change
the Bidding Documents.
2. Additional Services--The services to be performed
for or furnished to OWNER by ENGINEER in accordance
with Exhibit A, Part 2 of this Agreement.
3. Agreement--This "Standard Form of Agreement
between OWNER and ENGINEER for Professional
Services," including those Exhibits listed in Article 8 hereof.
4 . Application for Payment-The form acceptable to
ENGINEER which is to be used by Contractor in requesting
progress or final payments for the completion of its Work and
which is to be accompanied by such supporting
documentation as is required by the Contract Documents.
5. Asbestos-Any material that contains more than one
percent asbestos and is friable or is releasing asbestos fibers
into the air above current action levels established by the
United States Occupational Safety and Health Administration.
6 . Basic Services-The services to be performed for or
furnished to OWNER by ENGINEER in accordance with
Exhibit A, Part I , of this Agreement.
7. Bid-The offer or proposal of the bidder submitted
on the prescribed form setting forth the prices for the Work to
be performed.
8. Bidding Documents-The advertisement or invitation
to Bid, instructions to bidders, the Bid form and attachments,
the Bid bond, if any, the proposed Contract Documents, and
all Addenda, if any.
9 . Change Order-A document recommended by
ENGINEER, which is signed by Contractor and OWNER to
authorize an addition, deletion or revision in the Work, or an
adjustment in the Contract Price or the Contract Times, issued
on or after the Effective Date of the Construction Agreement.
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 8 of 12
EXHIBIT A
I 0 . Construction Agreement-The written instrument
which is evidence of the agreement, contained in the Contract
Documents, between OWNER and Contractor covering the
Work.
II . Construction Contract-The entire and integrated
written agreement between the OWNER and Contractor
concerning the Work.
12. Constluction Cost-The cost to OWNER of those
portions of the entire Project designed or specified by
ENGINEER. Construction Cost does not include costs of
services of ENGINEER or other design professionals and
consultants, cost of land, rights-of-way, or compensation for
damages to properties, or OWNER's costs for legal,
accounting, insurance counseling or auditing services, or
interest and fmancing charges incurred in connection with the
Project, or the cost of other services to be provided by others
to OWNER pursuant to Exhibit B of this Agreement.
Construction Cost is one of the items comprising Total Project
Costs .
13 . (Modified) Contract Documents-Documents that
establish the rights and obligations of the parties engaged in
construction and include the Construction Agreement between
OWNER and Contractor and all documents referenced
therein, Addenda (which pertain to the Contract Documents),
Contractor's Bid (including documentation accompanying the
Bid and any post-Bid documentation submitted prior to the
notice of award) when attached as an exhibit to the
Construction Agreement, the notice to proceed, the bonds ,
appropriate certifications, insurance documents the General
Conditions, the Supplementary Conditions, the Specifications
and the Drawings as the same are more specifically identified
in the Construction Agreement, together with all Written
Amendments, Change Orders, Work Change Directives, Field
Orders, and ENGINEER's written interpretations and
clarifications issued on or after the Effective Date of the
Construction Agreement. Approved Shop Drawings and the
reports and drawings of subsurface and physical conditions
are not Contract Documents.
14. Contract Ptice-The money payable by OWNER to
Contractor for completion of the Work in accordance with the
Contract Documents and as stated in the Construction
Agreement
15 . Contract Times-The numbers of calendar days or
the dates stated in the Construction Agreement to: (i) achieve
Final Completion, and (ii) complete the Work so that it is
ready for final payment as evidenced by ENGINEER 's written
recommendation of final payment.
16 . Contractor-An individual or entity with whom
OWNER enters into a Construction Agreement.
17 . Correction Period-The time after Final Completion
during which Contractor must correct, at no cost to OWNER,
any Defective Work, normally one year after the date of Final
Completion or such longer period of time as may be
prescribed by Laws or Regulations or by the terms of any
applicable special guarantee or specific provision of the
Contract Documents .
18 . Defective-An adjective which, when modifying the
word Work, refers to Work that is unsatisfactory, faulty, or
deficient, in that it does not conform to the Contract
Documents, or does not meet the requirements of any
inspection, reference standard , test, or approval referred to in
the Contract Documents, or has been damaged prior to
ENGINEER's recommendation of final payment.
19. Documents-Data, reports, Drawings, Specifications,
Record Drawings, and other deliverables, whether in printed
or electronic media format, provided or furnished in
appropriate phases by ENGINEER to OWNER pursuant to
this Agreement.
20. Drawings-That part of the Contract Documents
prepared or approved by ENGINEER which graphically
shows the scope, extent, and character of the Work to be
performed by Contractor. Shop Drawings are not Drawings as
so defined.
21. Effective Date of the Construction Agreement-The
date indicated in the Construction Agreement on which it
becomes effective, but if no such date is indicated, it means
the date on which the Construction Agreement is signed and
delivered by the last of the two parties to sign and deliver.
22. Effective Date of the Agreement-The date indicated
in this Agreement on which it becomes effective, but if no
such date is indicated , it means the date on which the
Agreement is signed and delivered by the last of the two
parties to sign and deliver.
23 . ENGINEER's Consultants-Individuals or entities
having a contract with ENGINEER to furnish services with
respect to this Project as ENGINEER's independent
professional associates, consultants, subcontractors, or
vendors. The term ENGINEER includes ENGINEER's
Consultants.
24. Field Order-A written order issued by ENGINEER
which directs minor changes in the Work but which does not
involve a change in the Contract Price or the Contract Times.
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 9 of 12
EXHIBIT A
25 . Final Completion shall mean that all work has been
completed, all final punch list items have been inspected and
satisfactorily completed, all payments to subcontractors have
been made, all documentation and warranties have been
submitted, all closeout documents have been executed and
approved by the OWNER, and the Project has been finally
accepted by the OWNER.
26. General Conditions-That part of the Contract
Documents which sets forth terms, conditions, and procedures
that govern the Work to be performed or furnished by
Contractor wi th respect to the Project.
27. Hazardous Environmental Condition--The presence
at the Site of A sbestos, PCB's, Petroleum, Hazardous Waste,
or Radioactive Materials in such quantities or circumstances
that may present a substantial danger to persons or property
exposed thereto in connection with the Work.
28. Hazardous Waste-The term Hazardous Waste shall
have the meaning provided in Section 1004 of the Solid Waste
Disposal Act (42 USC Section 6903) as amended from time to
ti me.
29 . Laws and Regulations; Laws or Regulations-Any
and all applicable laws, rules, regulations, ordinances, codes,
standards, and orders of any and all governmental bodies,
agencies, authorities, and courts having jurisdiction.
30. PCB's-Polychlorinated biphenyls.
3 I . Petroleum-Petroleum, including crude oil or any
fraction thereof which is liquid at standard conditions of
temperature and pressure (60 degrees Fahrenheit and 14 .7
pounds per square inch absolute), such as oil, petroleum, fuel
oil, oil sludge, oil refuse, gasoline, kerosene, and oil mixed
with other non-Hazardous Waste and crude oils .
32. Radioactive Materials --Source , special nuclear, or
byproduct material as defined by the Atomic Energy Act of
1954 (42 USC Section 2011 et seq.) as amended from time to
time.
33 . Record Drawings--The Drawings as issued for
construction on which the ENGINEER, upon completion of
the Work, has shown changes due to Addenda or Change
Orders and other information which ENGINEER considers
significant based on record documents furnished by
Contractor to ENGINEER and which were annotated by
Contractor to show changes made during construction.
34. Reimbursable Expenses-The expenses incurred
directly by ENGINEER in connection with the performing or
furnishing of Basic and Additional Services for the Project for
whi ch OWNER shall pay ENGINEER as indicated in Exhibit
c.
35 . Resident Project Representative--The authorized
representative of ENGINEER, if any, assigned to assist
ENGINEER at the Site during the Construction Phase. The
Resident Project Representative will be ENGINEER's agent
or e mployee and under ENGINEER's supervision. As used
here in, the term Resident Project Representative includes any
ass istants of Resident Project Representative agreed to by
OWNER. The duties and responsibilities of the Resident
Project Representative are as set forth in Exhibit D .
36. Samples--Physical examples of materials, equipment,
or workmanship that are representati ve of some portion of the
Work and which establish the standards by which such portion
of the Work will be judged.
37. Shop Drawings-All drawings, diagrams,
illustrations, schedules, and other data or information which
are specifically prepared or assembled by or for Contractor
and submitted by Contractor to ENGINEER to illustrate some
portion of the Work.
38 . Site-Lands or areas indicated in the Contract
Documents as being furnished by OWNER upon which the
Work is to be performed, rights-of-way and easements for
access thereto, and such other lands furnished by OWNER
which are designated for use of Contractor.
39. Specifications-That part of the Contract Documents
consisting of written technical descriptions of materials,
equipment, systems, standards, and workmanship as applied to
the Work and certain administrative details applicable thereto .
40. Substantial Completion-The time at which the Work
(or a specified part thereof) has progressed to the point where,
in the opinion of ENGINEER, the Work (or a specified part
thereof) is sufficiently complete, in accordance with the
Contract Documents, so that the Work (or a specified part
thereof) can be utilized for the purposes for which it is
intended . The terms "substantially complete" and
"substantially completed" as applied to all or part of the Work
refer to Substantial Completion thereof
41 . Supplementary Conditions-That part of the Contract
Documents which amends or supplements the General
Conditions.
42. (Modified) Total Project Costs--The sum of the
Construction Cost, allowances for contingencies, the total
costs of services of ENGINEER or other design professionals
and consultants, cost of land, rights-of-way, compensation for
damages to properties, OWNER's costs for legal, accounting,
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page 10 of 12
EX HIBI T A
insurance counseling or auditing services, interest and
financing charges incurred in connection with the Project, and
the cost of other services to be provided by others to OWNER
pursuant to Exhibit B of this Agreement.
43. Work-The entire completed construction or the
various separately identifiable parts thereof required to be
provided under the Contract Documents with respect to this
Project. Work includes and is the result of performing or
furnishing labor, services, and documentation necessary to
produce such construction and furnishing, installing, and
incorporating all materials and all equipment into such
construction, all as required by the Contract Documents .
44. Work Change Directive-A written directive to
Contractor issued on or after the Effective Date of the
Construction Agreement and signed by OWNER upon
reconunendation of the ENGINEER ordering an addition,
deletion, or revision in the Work, or responding to differing or
unforeseen subsurface or physical conditions under which the
Work is to be performed or to emergencies. A Work Change
Directive will not change the Contract Price or the Contract
Times but is evidence that the parties expect that the change
directed or documented by a Work Change Directive will be
incorporated in a subsequently issued Change Order following
negotiations by the parties as to its effect, if any, on the
Contract Price or Contract Times.
45 . Written Amendment-A written amendment of the
Contract Documents signed by OWNER and Contractor on or
after the Effective Date of the Construction Agreement and
normally dealing with the non-engineering or non-technical
rather than strictly construction-related aspects ofthe Contract
Documents.
ARTICLE 8 EXHIBITS AND SPECIAL
PROVISIONS
8 .01 Exhibits Included
A. Exhibit A, "ENGINEER's Services," consisting of
seven (7) pages.
B. Exhibit B, "OWNER's Responsibilities," consisting
of two (2) pages .
C. Exhibit C, "Payments to ENGlNEER for Services
and Reimbursable Expenses," consisting of two (2) pages .
D. Exhibit D, "Duties, Responsibilities and Limitations
of Authority of Resident Project Representative," is not used .
E. Exhibit E, "Notice of Acceptability of Work,"
consisting of two (2) pages.
F. Exhibit F, "Construction Cost Limit," is not used.
G. Exhibit G, "Insurance," consisting of two (2) pages.
H. Exhibit H, "Dispute Resolution ," is not used .
I. Exhibit I, "Allocation of Risks," is not used.
1. Exhibit J, "Special Provisions" is not used .
K. (Added) Exhibit K, "Indemnification" consisting of
two (2) pages .
8.02 Total Agreement
A. This Agreement (consisting of pages I to 12
inclusive, together with the Exhibits identified above)
constitutes the entire agreement between OWNER and
ENGINEER and supersedes all prior written or oral
understandings. This Agreement may only be amended,
supplemented, modified, or canceled by a duly executed
written instrument. This Agreement along with the exhibits
shall be read and construed as the same Agreement.
Standard Form of Agreement
Between Owner and Engineer for Professional Services
Page II of 12
EXHIBIT A
\V IT NE WT IEREOF. th e pa rties here to have executed this Agreement. the Effec ti ve Da te or which IS
indicated on pa ge I .
OWNE R : BAYTOWN A REA WATER AUT HO RI TY
Signa ture :---------------
Primed Name : Ri chard L. Da vis
Ti tl e : General Mana ncr
Date Signed :---------------
Addre ss for giv in g not ices:
P .O . Bo x 424
Baytow11. Texas 775 22
Des ignat ed Rcpre sc ntati,·c (paragrap h 6.02 .A ):
Na me : Jose A. Pasrmna. P.E .
Title : Director of Engi neeri ng
Phone umber: (28 1) 420-7 154
Facsimi le Number: (281) 420 -65 86
F.-M ai I Ad dre ss : j ose .pastrana@ baytO\m .org
ENG i t EE R: BUS H. HUT HI ON AND
ASSOC IATES. INC.. D/B/A HUT C HI SON &
ASSOC IA TES
s;'"""" hJ.~
Printed arm:: Jerrv I. Gainer P.E.
Title : ----'1'-''''""·e,.t,.,·d"'c!.!.m,__ _________ _
Dat e S igned :
I I
Addre ss fo r g i,·in g notices:
1209 Decker Drive. Suit e I 00
Ba ytown. Te xa 7752 0
Desi gnat ed Re presc ntati,·e (paragrap h 6 .02 .A):
Na me : Jcrrv I. Gainer. P.E.
Titl e: Pres ident
Ph one Number : (281) 422-82 13
Fac s imi le umb er : (28 I ) 420-27 17
E-i\lai l Address: t.:m u l'h a 11 11.: . ..:om
Stand ard Fo n n of Agre e ment
Bet wee n Owm:r and ngi nee r for Prof e. s io na l Se rvices
Pa ge 12 of 12
ENGil'"EER's Services
EXHIBIT A
This is EXIHBIT A, consi sting of 7 pages, referred to in and
part of the Agreement between OWNER and ENGINEER
for Professional Services dated ____ _
Initial :
OWNER ------
ENGINEER p!1--
Article I of the Agreement is amended and supplemented to include rhe following agreement of the parties .
ENG! EER shall provide Basic and Additional Serv ices as set forth below.
PART I --BASIC SERVICES (Modified)
A 1.0 I Preliminm)' Desig n Phase
A.. ENGINEER shall :
I. (Modified) Consult with OWNER to define and clarify OWNER's requirements for rhe Project and to
gather operational information on the existing facilitie s.
2 . (Modified) Advise OWNER as to the necessity of OWNER 's providing data or services of the types
described in Exhibit B , which arc not part of ENGINEER ·s Basic Services , and a ssist OWNER in
obtaining such data and services .
3. (Modified) ldenrify. consult with . and analyze requirements of OWNER and all other governmental
authorities having jurisdiction to issue permit or to approve the portions of the Projec t designed or
speci fied by ENGINEER, including. but not limited to , mitigating measures identified in the
environmental assessment (if any).
4 . Pcrfom1 or provide the following additional Preliminary Des ign Pha se tas ks or deliverables in order to
proceed with the Design Phase of the Project:
a . Right-of-way and topographic surveying:
b . Geotechnical investigation ; and
c . Coordination with e ntities ha vi ng pipelines in the VICinity of the Projl!ct as wdl as with
COVESTROand the Texas Department ofTransportation (""TxDOT").
5. Identify and evaluate potential solutions available to OWNER; and. afier consultations with OWNER.
recommend to OWNE R those so lutions which in EN GINEER 's judgment meet OWNER"s
requirements for the Project.
6 . (Modified) Attend meetings with OWNER to receive input into OWNER 'S requirements for the
Project and evaluation of potential sol utions available to OWNER and to discuss and finalize design
criteria and acquire pertinent infonnation regardin g the Project.
7. Furnish three (3) review copies of the a preliminary design report. which shall include the right-of-way
a nd topographic survey and the geotechnical in vestigation plus one (I) electronic copy to OWNER
within s ixry (60) calendar days of authorization to begin services and review the preliminary design
s ubmittal with OWNER.
9 . Furnish three (3) final copies of rhc Report plus one electronic copy to OWNER within ten (10)
calendar days after reviewing the draft of such submittal with OWNER .
Page I of 7 Pages
(EXHIBIT A-Scope of Work)
EXHIBIT A
B . ( lodifi ed) ENGTNEER · ervices und er th e Prelimin ary De ign Pha se will be co ns id ered co mplet e on
the dat e when th e final copies of th e Report ha s been delivered to and accepted by 0\ NER.
!\ 1.0 2 Design Phase
A . ENG I EER s hall :
I . Co n ·ult with OWNER to de fine and clarify OWNER 's requirement s for th e Proje ct and availab le data.
2. Advise OWNE R as to th e necessity of OW ER 's prov iding data or ser ices of the 1 pe s de scribed in
Ex hibit 8 , which are not part of E G lt EE R 's Basic aviccs. and assis t OWNER in obtai ning such
data ami sc rvicc s.
3. ( lodifi cd) Identi fy. co nsult \Vith . ana lyze requirement s oC and obta in th e a pprond of gove rnment al
au th ori ti es having jurisdiction to app rove the port io ns of the Project de s igned or s pecified by
ENG I EE R.
4. Identify and eva luat e potential so luti ons available to O\V 1 ER ; and. at1cr co ns ultation s with OW ER.
recomme nd to OWNER tho se sol ution s which in • NG INEER ·s judgment me et 0 \ 'ER 's
requirement s for the:: Proj ect.
5. (Modi ti ed) Allend meetin gs with 0 \ ER to recci\·c input into OWNE R ·s requ irem ent s tor the
Project and evaluation of potemial so lution s avail able:: to OWNER and to discu ss and finalize des ign
critc::ria and ac quire pertinent informati on regarding th e Project.
6. (Add..:d) D..:sign the Project and pro ide all plans. s pecifications and estimates in accordance with the
n:quircments of th e Texas Co mmi ss io n on Environm ental Quality ("TCEQ .. ), 0\V"NER . and TxDOT .
Such de sig n shall include . Storm Water Pollution Prevention Plan for the Projec t.
7. (Mod i tied) Prepare final Drawings indicating the scope. exte nt . and character of th e Work to be perfonncd
and furnished b. Contractor . Specificatio ns will be prepared, where appropriate . in co nformance with the
16·d ivisio n fonnat of the Co nstru cti on pecification s In stitut e or ot her fonnat agreed 10 in writing b
OW ER and ENGfNEER.
8. Pro vi de tech nical criteria. wriucn de sc riptions. and desi gn data for OWNER's use in filin g applications for
pcm1it s fi ·o m or approvals of gove rnm emal authorities ha vi ng jurisdi ction to review or approve th e final
desi gn of the Project and assis t OWNER in co nsult ation . with a ppropriate auth oritie a well as the
entiti e. de sc ribed in A.l 0 I.A.4 .c.
9. Advise OWNE R of any adju tm cnt s 10 th e opinion of probable on stn1ction Cost and any adjus tm ents to
Tota l Project Cos ts kn own to ENG IN EER at 50%. 90% and I 00 % design intervals .
I 0 . Perf o nn or provide all final Desi gn Pha se tasks or delivcrablcs in order to have a compl ete design tor the
ultimate road construction. including the sto rn1 sewers. tratlic signal s. sanitary sewer, water main and
detention pond s . and including. but not limited to. the fO ll owi ng improvements to Ilunt Road:
II . Provide Arc h D (22" x 34 ") s ize pr og re ss plan s. pe cifi ca ti ons and es tim ates at 50%. 90% and lOO "o
imcrva ls in electronic PDF format. ubmi ual will co n ·is t of lo ur hardcopy drawings ( full·s ize and I
hal f·,izc ). bound hard copy of s pecification s, electronic file s of drawing s in i\ut oCA D and PDF
formats . e le ctroni c tile s of tec hni ca l s pecification s in pdf format. E1 GI EE R shall s ubmit and plan s.
s pecifications and estimates as required he rein in acc orda nce with the following sch edul e :
Due Date Submittal number of calendar da s from Notice lo Proceed
30%
50'~o
Pa ge 2 of 7 Pa ge s
(EXHIBIT A· Scope of Work)
EXHIBIT A
Due Date Submittal (number or calendar davs rrom Nodce lo Proceed)
90% 100 days
100% 110 days
12. Prepare and fi.trnish Bidding Documents for review and approval by OWNER. its legal counsel. and other
advisors, as appropriate, and assist OWNER in the preparation of other related documents.
13. (Added) Prepare additional line items in the Bid Tabulations. assuming the project documentation.
including plans and specifica tions , were originally prepared to reflect these items, as reasonably requ ested
by OWNER, so long as thi the se rcquc st(s) is made prior to the preparation of the final bid documents.
14 . Submit the final set of Bid documents, including th e approved plan s and specifications in pdf fonnat on
compact disks and a revi se d opinion of probable Constmction Cost to OWNER within one hundr ed
twenty ( 126) da ys after authorization to proceed with this phase . These final sets will be submi tted on
CO 's in .pdf formal. E GINEER shall a lso se nd a hard copy of a full size set (22x34) and a half size
set(llx l7 ).
B. In the eve nt that the Work designed or specified by ENGINEER is to be perfonned or furnished under mo re
than one prime contract. or if ENG INEER ·s serv ices are to be separately seq uenced with the work of one or
more prime Co ntrm:tors (such as in th e case of fast-tracking). OWNER and ENG INEER sha ll . prior to
commencement of the Final Design Ph ase. develop a sc hedu le for perfonnance of ENGINEER's services
during the Final De sign. Bidding or Negotiating. Constmction. and Post-Constmction Phases in order to
sequence and coordinate properly such services as arc applicable to the work under such separate ptime
contracts . This schedule is to be prepared an d included in or become an amendment to Exhibit A whether or
not the work under such contracts is to proceed co ncurr ent ly.
C. (Modified) ENGINEER ·s services under the Final Desi gn Phase will be considered complete on th e date when
the submittals required by paragmph A 1.0 l.A .IJ have been delivered to and accepted by OWN ER .
A 1.02 Biddi11g or Negotia ti11 g Pha se
A. Aller acceptance by OWNER of the Bidding Documents and the most recent opinion of prob ab le Constmction
Cost as determined in the Final De sign Phase , and upon wrinen authorization by OWNER to proceed.
ENG! EER shall :
I . Ass ist OWNER in advertising for and obta ining bids tor the Work.
2. Answer questions and issue Addenda as appropriate to clarity, correct. or change the Bidding Documents.
3. Consult with OWNER as to the acceptab ility of sub contractors. suppliers. and other individuals and
entiti es proposed by Contractor for those portions of the Work as to which such acceptability is requ ired
by the Bidding Do cum ent s.
4 . Perfonn or provide the followi ng additional Bidding or cgotiating Phase tasks or dcliverablcs :
a. Recommend award to the OWNER .
b. Attend the Co uncil meeting for award of the co ntra ct for the Project.
5. (Modified) Attend th e Mandatory Pre-Bid Conference and the Bid opening. prepare Bid tabu lation she ets.
assemb le co mract documents. assist 0\ 1ER in both evaluati ng Bids or proposals and awardi ng co ntr acts
for the Work.
6. (Added) Assis t in connection with Bid protests , rebidding , or re-negotiating contracts for co nstmct ion.
materials, eq uipm ent , or services .
Page 3 of 7 Page s
(EX HIBIT A-Scope of Work)
EXHIBIT A
B. (Modified) The Bidding or Negotiating Phase will be considered complete upon commencement of the
Construction Phase.
A 1.03 Const111ction Phase
A. Upon successful completion of the Bidding and Negotiating Phase, and upon written authorization from
OWNER, ENGINEER shall :
1. General Administration of Construction Contract. Consult with OWNER and act as OWNER 's
representative as provided in the General Conditions. The extent and limitations of the duties,
responsibilities and authority of ENGINEER as assigned in said General Conditions shall not be
modified, except as ENGINEER may otherwise agree in writing. All of OWNER's instructions to
Contractor will be issued through ENGINEER, who shall have authority to act on behalf of OWNER
in dealings with Contractor to the extent provided in this Agreement and said General Conditions
except as otherwise provided in writing.
2. (Modified) Construction and Materials Testing. Provide construction material testing, including
concrete inspections, concrete test cylinders, reinforcing steel inspection and provide an engineering
and report review as necessary for the Project. ENGINEER shall provide two sets of blue prints
(civils and structurals) and one copy of the specification book to ENGINEER's construction and
material testing subconsultant
3. Pre-Construction Conference. Coordinate and prepare the pre-construction conference agenda and
other required documentation . Participate in a Pre-Construction Conference prior to commencement
of Work at the Site . Prepare and distribute meeting minutes .
4 . Baselines and Benchmarks. As appropriate, establish control and temporary benchmarks for locating
the Work which in ENGINEER 's judgment are necessary to enable Contractor to proceed.
5. Visits to Site and Observation of Construction . In connection with observations of Contractor's work
in progress while it is in progress :
a . (Modified) Make visits to the Site at intervals appropriate to the various stages of construction ,
appropriate to verify Contractor 's payment requests, and as ENGINEER and/or OWNER deems
necessary, in order to observe as an experienced and qualified desit.'ll professional the progress
and quality of the Work. Such visits and observations by ENGINEER, and the Resident Project
Representative, if any, are not intended to be exhaustive or to extend to every aspect of
Contractor's work in progress or to involve detailed inspections of Contractor's work in progress
beyond the responsibilities specifically assigned to ENGINEER in this Agreement and the
Contract Documents, but rather are to be limited to spot checking, selective sampling, and similar
methods of general observation of the Work based on ENGINEER 's exercise of professional
judgment as assisted by the Resident Project Representative, if any. Based on information
obtained during such visits and such observations, ENGINEER will determine if Contractor 's
work is proceeding in accordance with the Contract Documents, and ENGINEER shall keep
OWNER informed of the progress of the Work.
b. (Modified) The purpose of ENGINEER's visits to, and representation by the Resident Project
Representative, if any, at the Site, will be to enable ENGINEER to better carry out the duties and
responsibilities assigned to and undertaken by ENGINEER during the Construction Phase, and ,
in addition, by the exercise of ENGINEER's efforts as an experienced and qualified design
professional, to provide for OWNER a greater degree of confidence that the completed Work
will substantially conform to the Contract Documents and that the integrity of the design concept
of the completed Project as a functioning whole as indicated in the Contract Documents has been
implemented and preserved by Contractor. ENGINEER shall not, during such visits or as a
result of such observations of Contractor's work in progress, supervise, direct, or have control
Page 4 of 7 Pages
(EXHmiT A-Scope of Work)
'
EXHIBIT A
over Contractor's work, nor shall ENGINEER have authority over or responsibility for the
means, methods, techniques, sequences, or procedures of construction selected by Contractor, for
safety precautions and programs incident to Contractor's work, or for any failure of Contractor to
comply with Laws and Regulations applicable to Contractor's furnishing and performing the
Work. Accordingly, ENGINEER neither guarantees the performance of any Contractor nor
assumes responsibility for any Contractor's failure to furnish and perform its work in accordance
with the Contract Documents.
6. (Modified) Defective Work . Recommend to OWNER that Contractor's work be disapproved and
rejected while it is in progress if, on the basis of such observations, ENGINEER believes that such
work will not produce a completed Project that substantially conforms to the Contract Documents or
that it will prejudice the integrity of the design concept of the completed Project as a functioning
whole as indicated in the Contract Documents .
7. Clarifications and Interpretations; Field Orders . Issue necessary clarifications and interpretations of
the Contract Documents as appropriate to the orderly completion of Contractor's work . Such
clarifications and interpretations will be consistent with the intent of and reasonably inferable from the
Contract Documents . ENGINEER may issue Field Orders authorizing minor variations from the
requirements of the Contract Documents .
8. Change Orders and Work Change Directives. Recommend Change Orders and Work Change
Directives to OWNER, as appropriate, and prepare Change Orders and Work Change Directives as
required.
9. Shop Drawings and Samples . Review and approve or take other appropriate action in respect to Shop
Drawings and Samples and other data which Contractor is required to submit, but only for
conformance with the information given in the Contract Documents and compatibility with the design
concept of the completed Project as a functioning whole as indicated in the Contract Documents .
Such reviews and approvals or other action will not extend to means, methods, techniques, sequences
or procedures of construction or to safety precautions and programs incident thereto. ENGINEER
has an obligation to meet any Contractor's submittal schedule that has earlier been acceptable to
ENGINEER.
I 0. Substitutes and "or-equal." Evaluate and determine the acceptability of substitute or "or-equal"
materials and equipment proposed by Contractor, but subject to the provisions of paragraph A2.0 I of
this Exhibit A.
II . Inspections and Tests . Require such special inspections or tests of Contractor's work as deemed
reasonably necessary, and receive and review all certificates of inspections, tests, and approvals
required by Laws and Regulations or the Contract Documents . ENGINEER's review of such
certificates will be for the purpose of determining that the results certified indicate compliance with
the Contract Documents and will not constitute an independent evaluation that the content or
procedures of such inspections, tests, or approvals comply with the requirements of the Contract
Documents. ENGINEER shall be entitled to rely on the results of such tests .
12 . (Modified) Disagreements between OWNER and Contractor. Render formal written decisions on all
claims of OWNER and Contractor relating to the acceptability of Contractor's work or the
interpretation of the requirements of the Contract Documents pertaining to the execution and progress
of Contractor's work. In rendering such decisions. ENGINEER shall be fair and not show partiality
to OWNER or Contractor.
13 . Applications for Payment. Based on ENGINEER's observations as an experienced and qualified
design professional and on review of Applications for Payment and accompanying supporting
documentation:
Page 5 of 7 Pages
(EXHIBIT A-Scope o f Work)
EXHIBIT A
a. Determine the amounts that ENGINEER recommends Contractor be paid . Such
recommendations of payment will be in writing and will constitute ENGINEER's representation
to OWNER, based on such observations and review, that, to the best of ENGINEER's
knowledge, information and belief, Contractor's work has progressed to the point indicated, the
quality of such work is substantially in accordance with the Contract Documents (subject to an
evaluation of the Work as a functioning whole prior to or upon Substantial Completion, to the
results of any subsequent tests called for in the Contract Documents and to any other
qualifications stated in the recommendation), and the conditions precedent to Contractor's being
entitled to such payment appear to have been fulfilled in so far as it is ENGINEER's
responsibility to observe Contractor's work. In the case of unit price work, ENGINEER's
recommendations of payment will include final determinations of quantities and classifications of
Contractor's work (subject to any subsequent adjusunents allowed by the Contract Documents).
The responsibilities of ENGINEER contained in paragraph A 1.04 .A.5 .a are expressly subject to
the limitations set forth in paragraph A 1.04 .A.5 .b and other express or general limitations in this
Agreement and elsewhere .
b. By recommending any payment, ENGINEER shall not thereby be deemed to have represented
that observations made by ENGINEER to check the quality or quantity of Contractor's work as it
is performed and furnished have been exhaustive, extended to every aspect of Contractor's work
in progress, or involved detailed inspections of the Work beyond the responsibil ities specifically
assigned to ENGINEER in this Agreement and the Contract Documents . Neither ENGINEER's
review of Contractor's work for the purposes of recommending payments nor ENGINEER's
recommendation of any payment including final payment will impose on ENGINEER
responsibility to supervise, direct, or control Contractor's work in progress or for the means,
methods, techniques, sequences, or procedures of construction or safety precautions or programs
incident thereto, or Contractor's compliance with Laws and Regulations applicable to
Contractor's furnishing and performing the Work . It will also not impose responsibility on
ENGINEER to make any examination to ascertain how or for what purposes Contractor has used
the moneys paid on account of the Contract Price, or to determine that title to any portion of the
work in progress, materials , or equipment has passed to OWNER free and clear of any liens,
claims, security interests, or encumbrances, or that there may not be other matters at issue
between OWNER and Contractor that might affect the amount that should be paid .
14 . Contractor 's Completion Documents.
a . (Modified) Receive and review maintenance and operating instructions, schedules, and b'll3ralltees as
prepared by the Contractor in accordance with the Contract Documents. ENGINEER will compile
this information as provided by Contractor, and deliver three (3) copies of the same to OWNER .
b . (Modified) Receive bonds. certificates. or other evidence of insurance not previously submitted and
required by the Contract Documents, certificates of inspection. tests and approvals, Shop Drawings ,
Samples and other data approved as provided under paragraph AI.04.A.9, and the annotated record
documents which are to be assembled by Contractor in accordance with the Contract Documents to
obtain final payment. The extent of such ENGINEER's review will be limited as provided in
paragraph A 1.04.A.9 .
c . ENGINEER shall transmit these documents to OWNER within thirty (30) days of receipt of
documents from Contractor.
d . (Added) Preparing and furnishing to OWNER Record Drawings electronically in a format approved
by the OWNER and on mylar showing appropriate record information based on Project annotated
record documents received from Contractor.
15 . Substantial Completion . Promptly after notice from Contractor that Contractor considers the entire Work
ready for its intended use, in company with OWNER and Contractor, conduct an inspection to determine if
the Work is Substantially Complete . If after considering any objections of OWNER. ENGINEER
Page 6 of 7 Pages
(EXHIBIT A-Sc ope of Work)
EXHIBIT A
considers the Work Substantially Complete, ENGINEER shall deliver a certificate of Substantial
Completion to OWNER and Contractor.
16. (Modified) Final Notice of Acceptability of the Work. Conduct a final inspection to determine if the
completed Work of Contractor is acceptable so that ENGINEER may recommend, in writing, final
payment to Contractor. Accompanying the recommendation for final payment, ENGINEER shall also
provide a notice in the form attached hereto as Exhibit E (the "Notice of Acceptability of Work") that to
the best ofENGINEER's knowledge, information and belief and upon the exercise of ENGINEER'S due
diligence, the Work is acceptable and is in compliance with the Contract Documents .
B. Duration of Construction Phase. The Construction Phase will commence with the execution of. the first
Construction Agreement for the Project or any part thereof and will terminate upon final payment to
Contractors . If the Project involves more than one prime contract as indicated in paragraph AI.02.C,
Construction Phase services may be rendered at different times in respect to the separate contracts.
C. Limitation of Responsibilities. ENGINEER shall not be responsible for the acts or omissions of any
Contractor, or of any of its subcontractors, suppliers, or of any other individual or entity performing or
furnishing any of the Work. ENGINEER shall not be responsible for failure of any Contractor to perform or
furnish the Work in accordance with the Contract Documents.
PART 2-ADDITIONAL SERVICES
A2 .01 Additional Services Requiring OWNER's Authorization in Advance
OWNER may authorize in writing the following additional services at the costs noted herein below:
Surveying -Control Points ...................................................................... $1,600.00
Surveying -Temporary Bench Marks ..................................................... $1,000.00
A2 .02 Required Additional Services
Not Included
Page 7 of 7 Pages
(EXHIBIT A-Scope of Work)
OWNER 's Responsibilities
EXHIBIT A
This is EXHIBIT B. consisting of 2 pages, re fe1Ted ro in and
part of th e Agreement between OWNER and ENGINEER
for Professional Services dated------
Initial :
OWNER ____ _
E NOl EE Rrfl--
Article 2 of the Agreement is amended and supplemented to include th e following agreement of the parties .
B1 .0 I In addition to other responsibilities of OWN ER as set limh in thi s Agre ement, OWN ER shall :
A. Pro v id e ENGIN EE R with a ll criteria and full infimnation as to OWN ER 's requirement s for the Project.
including design o bjecti ves and constr aints. spa ce , capaci ty and performance require ments. fl exibility. and
cxpandability. a nd an y budgetary limita tions: and fumi s h c opies o f a ll design and constmction standard s which OWNER
will req uire to be included in the Drawings and Specifications : and fumish copies of OWNER 's standard fom1 s.
conditions, and re la ted document s for ENGIN EER to includ e in th e Bidding Documents, when applicable.
B. Furni sh to EN G INEER an y other availabl e information pertin ent to the Project including re ports and dat a
re lati ve to previou s de s igns , or in vestigation at or adjacent to the Site. Nothing contained in this Exhibit or in thi s
Agreement shall be const111ed to re quire the OWNER to provide suc h records in any certain format. The fommt in
whi ch the exi stin g dat a and documentation will be provi d ed shall be at the sole di scretion of the OWN ER .
C. (Modified) Following E GINEER 's assess ment of initi a ll y-ava ilable Projec t information and da ta and up o n
ENGT EER 's wr itten request. fumi sh or otherwise make available su ch additional available Project related infonnation
a nd da ta as is reasonabl y required to e nable ENOl EE R to complete its Ba s ic and Additional Se1vices .
I . (Del eted )
2 . (Del eted)
3 . (Deleted)
4 . (De leted)
5. (D e leted )
6 . (De leted)
D. (Del eted)
E. (Modifi ed) Authorize ENGTNEER to pro vi de Additional Se rv ices as set forth in Part 2 of Exhibit A of the
Agreement as the 0\:vNE R determin es is nece ssary.
F. (Modified) Arrange for access to and ma ke all provi s ion s for ENGINEER to ente r upon publi c and private
pro perty as required for ENGIN EE R to p erform serv ic es unde r th e Agreement.
G . Examine all a lt c mate soluti ons. studi es. reports . sket c hes . Drawings. Specilieation s. proposal s. and o ther
doc uments presented by E GINE ER (including obta ining advic e o f an a ttomey. in surance counselor. and other advi sors
or consu ltants as O WNE R deems appropriate with res pect to su ch exa mination ) and rend e r in writin g tim e ly decisions
pertaining thereto .
Pa g e I of 2 Pa ge s
(Exhibit B O WNER's Res po ns ibilities )
EXHIBIT A
H. (Deleted)
I. (Deleted)
J. Advise ENGINEER of the identity and scope of services of any independent consultants employed by
OWNER to perform or furnish services in regard to the Project, including, but not limited to, cost estimating, project
peer review, value engineering, and constructability review.
K. (Deleted)
L. (Deleted)
M. (Deleted)
N . (Deleted)
Nothing contained in this Exhibit or in the Agreement shall be construed to require the OWNER to provide any
records or data in any certain format. The format in which the existing data and documentation will be provided
shall be at the sole discretion of the OWNER.
Page 2 of 2 Pages
(Exhibit B-OWNER's Responsibilities)
EXHIBIT A
Thi s is EXHIBIT C , consis t ing of 2 pages. referred to in a nd
part of th e Ag reement between OWNER and ENGINEER
for Professional Services da ted------
Initi a l:
OWER ____ _
Pay ments to ENGfN EER for S e rvices a n d Reimbursable Expe n ses
EN GrN EE R-Jd--
Arti c le 4 of th e Agreement is amend ed a nd suppl eme nt ed
to inc lud e th e fo ll owin g ag rccmc m o f th e parti es :
A RT IC LE 4--PAYMENT S TO T H E EN G INEE R
C4 .0 I Fo r Basic Se rvices Havin g A De term ined
period . whi ch sha ll be a cale nda r mo nth . In voices
s ha ll be te nd ered no m o re o ft e n th an once a month
fo r a ll of th e services pe rform ed durin g th e
app li cabl e mon th .
Scope -Co.l't not to Exceed l'vfe tlwd o.f Paym ent C4 .02 For Ba sic Se rvices Hal'in g An Undetermin ed
Scop e --Direct Labor Cos ts Ti mes a Fa ctor
Me th od of Payment A. OWNER sha ll pay EN GrN EER fo r Basic
Services set for th in Ex hibit A as fo ll ows:
I . (Mod ifie d) A cost not to exceed
amo unt of S 11 8,170.00. based upon th e ra te
sc he dul e , wh ic h is a tt ac hed as Appendi x I o f Exhibit
C and in corpora ted here in fo r all inte nt s and
purp oses. Thi s amo unt in c lud e th ose ENG IN EE R ·s
Consultan t's c harges and reimbur sabl e expenses.
and w ill be d istributed a t the compl e tion of eac h of
th e ph ase in th e fo ll owin g am o unt :
a . Pre lm iin ary Des ign Ph ase ................. $30.490
b . Design Ph ase .................................... $70.128
c. Bid Phase ............................................ $8 ,766
d . Co nstm ct io n Ph as c ............................. $8.766
2. (Del e te d )
3 . The cost no t to exceed includes
c o mp ensati o n fo r ENG INEE R 's services a nd
services of E1 G INEE R's Consu ltan ts (wi th the
exce ption of th ose o utlined in paragraph C4 .05). if
any . Ap propriate a mount s have bee n inc orporated
in th e cost no t to exceed to acco unt fo r la bor.
o ve rh ead, and pro fit .
4 . Dele ted.
5 . The po rt io n o f th e a mount b ill ed fo r
ENG INEE R ·s services w ill be ba sed up on tota l
serv ices ac tu a ll y compl eted durin g the b illin g
A . (No t Used ).
C4 .03 Fo r A dditional Services
A. OWNE R sha ll pay E NGI NEE R fo r Additi o na l
Services as fo llo ws :
I . Addit io nal Se n •ices li s ted in Para grap h
A .2 0 1. Fo r servi ces o f ENGfNEE R ·s e mp loyee
engaged directl y on th e Proj e ct pursuant to
Paragra ph A2.0 I of Ex hibit A of the Agreement. a n
amou llt not exceed th e a mo unts s p ecified there in .
2 . Additio nal Servi ces lis ted in Paragmph
A2.0:!. For se rvi ces of ENG INEE R 's e mpl oyees
e ngaged directl y o n the Proj ect pursuant to
Paragra ph A2.0 2 of Ex hi b it A of th e Agre eme nt .. a n
amo unt based up o n th e actu a l hours wor ked and the
ra te sc hedul e. w hich is a ttac hed as Appendi x I of
Ex h ibit C and incorporate d here in for a ll int ent s a nd
p urposes plu s Reimbursab le Ex p e n. es . Addition al
Services s ha ll no t b e pe rfo rm ed wi th o ut the p rior
writte n co nsent of th e O WN E R.
C4 .04 Fo r Re im bursab le Expenses
A . (Moditi ed) Re imbursabl e
included th e a mo unt sp ec ified
C4.0 I.A.! for Basic Services .
ex pe nse s a rc
in Pa ragrap h
B. (M odi fie d) Rei mbursab le Ex pe nses inclu de
th e fo ll owi ng ca tegor ies : mi leage. park in g rolls . lo ng
Page 1 of 2 Pages
(Ex h ibit C -Basic Services With Dcte m1i ncd Scope --Cost not to exceed M eth od)
distance, reproduction of Drawings, Specifications,
Bidding Documents, and similar Project-related items in
addition to those required Wlder Exhibit A, and , if
authorized in advance by OWNER.
C. The amounts payable to ENGINEER for
Reimbursable Expenses will be the Project-related
internal expenses actually incurred or allocated by
ENGINEER based upon the rate schedule for
Reimbursable Expenses , plus all invoiced external
Reimbursable Expenses allocable to the Project.
D. Deleted .
E. (Added) The OWNER must approve all travel
expenses in writing before the same are incurred . If such
approval is not obtained , the OWNER shall not be liable
for such travel expenses .
C4 .05 For ENGINEER 's Consultant 's Charges
A. (Deleted)
C4 .06 Direct Labor Costs
A. Direct Labor Costs means salaries and wages
paid to ENGINEER's employees but does not include
payroll related costs or benefits .
B . (Deleted)
4 .07 Factors
(Deleted)
C4 .08 Other Provisions Concerning Pay ment
A . Progress Payments . The portion of the
amounts billed for ENGINEER 's services which are
identified in paragraphs C4.0 I and C4 .03 , will be
based on the Direct Labor Costs for the cumulative
hours charged to the Project during the billing
period by all of ENGINEER's employees , plus
Reimbursable Expenses and ENGINEER's
Consultant's charges , if any.
EXHIBIT A
Page 2 of 2 Pages
(Exhibit C-All Other Services/Charges--Cost no t to Exceed Method of Payment)
EXHIBIT A
AP P END IX I OF EXH IBIT C-HOURLY RATES
Hourly Rates for Con s ultant S taff:
All se rvice s arc to be billed o n an hour ly ba sis ba sed on ti me and material s and ba sed upon the fo ll owin g rate s:
POSITIO;'Il IIOURLY R:\ TF.
ENG INEERING
Draft er I $ 62 .70
Dra fter II $ 79.2 0
Dr a ft er Ill $ 10 2.30
De signer I $ 79.20
De s i g-ncr II $ 95.70
Designer Ill $11 8.80
Co nstruct ion Mana ge r $125 .00
Engine er I $ 95 .70
1 Engine er II $11 8 .80
Eng ineer II I $135 .30
Engineer IV $15 1.80
Prin cipal Encinccr $192.50
SU RVEY
Crew Chi ef $ 75 .90
In strume nt Ma n $ 62 .70
r{odm :m-Chai nman $ -W.70
Dr a ft er II $ 75.90
Projec t Surve yor Superviso r/CA D $ 79.2 0
Reg istered Sun·eyor . Se ni or $11 2.2 0
Rcl!is tered Surveyor . Juni or $ 92 .40
I Man wi th GPS $ 7 1.50
2 Man Party $1 2 1.50
3 Ma n Party $154 .00
4 Man Party $18 1.50
5 Man Party $2 25 .50
ADMl NISTRA TIVE
Typis t/F ile Cl erk $38 .50
Secretary/Billin!! C lerk $55 .00
O ffi ce Manager $88.00
Pa ge I o f l Pa g e s
(A ppendi x I of Ex hibit C -Ho url y Rate s)
EXHIBIT A
APPENDIX 2 OF EXHIBIT C-REIMBURSEMENT OF COSTS
External Reproduction and Deliveries: Cost plus I 0%
Internal expenses: Cost
Mileage: IRS Rate
Travel: Cost
Page I of l Pages
(Appendix 2 of Exhibit C-Reimbursement of Costs)
EXHIBIT A
EXHIBIT E. co ns ist in g of 2 pages . refe rr ed to in and part of
th e Agreement between OWNER and E NGI NEER for
Professional Ser\'iccs dated ------'
Initial :
OW NER ___ _
E N G IN EE R ~#
NOTICE OF ACCEPT ABILITY OF WORK
PROJ EC T :
OWNE R :
OW NER's Co nstru cti on Co ntra ct Id ent ifi ca tion :
EFFEC TIV E DA TE OF THE CONST RUCT ION AG REEMENT :
CONS TR UC TIO N CONTRA CT DATE :
ENG INEE R:
To : OW ER
And To: CON TR ACTO R
T he und ersigned hereb y gives notic e to th e above OWN ER and CONTR ACT OR th at th e comple ted Work
furni shed and perfo rm ed by CONT RAC TOR und er th e ab ove Con tra ct is acce pt a bl e. ex press ly subj ec t to th e
provis ion s of th e related Contrac t Doc ume nt s and th e term s and co ndit io ns se t forth on th e reve rse si de hereo f.
By :. _______________ _
Tit le : _____________________________ _
Da ted :. ____________________ _
Page I o f 2 Page s
(Ex hibit E No ti ce o f Ac cep tab ili ty o f\.Vor k)
EXHIBIT A
(Reverse side ofNotice)
CONDITIONS OF NOTICE OF ACCEPT ABILITY OF WORK
The Notice of Acceptability of Work ("Notice") on the front side of this sheet is expressly made subject to the
following terms and conditions to which all persons who receive said Notice and rely thereon agree :
1. Said Notice is given with the skill and care ordinarily used by members of the engineering profession practicing
under similar conditions at the same time and in the same locality .
2. Said Notice reflects and is an expression of the professional judgment of ENGINEER.
3. Said Notice is given as to the best of ENGINEER 's knowledge, information, and belief as of the date hereof.
4 . (Modified) Said Notice is based entirely on and expressly limited by the scope of services ENGINEER has been
employed by OWNER to perform or furnish during construction of the Project (including observation of the
CONTRACTOR 's work) under ENGTNEER's Agreement with OWNER and applies to facts that are within
ENGTNEER's knowledge or could or should have been ascertained by ENGTNEER as a result of carrying out
the responsibilities specifically assigned to ENGTNEER under ENGTNEER's agreement with OWNER.
5. (Modified) Said Notice is not a guarantee or warranty of CONTRACTOR's performance under the Construction
Contract nor an assumption of responsibility for any failure of the Contractor to furnish and perform the work
thereunder in accordance with the Contract documents, unless ENGINEER knew or should have known of such
failure and failed to notify the Owner of such failure and take appropriate action so that the same were corrected
and brought into compliance with the Contract Documents .
Page 2 of2 Pages
(Exhibit E-Notice of Acceptability of Work)
EXHIBIT A
This is EXHIBIT G . co n isting of 2 page . n:fi:rrcd to in and
part of th e Agreement between OWi'iER and E:"JGINEER
for Professional Se rvices dated------
Initial :
OW NE R _____ _
ENGI 1 EER
Insurance
Pa rag rap h 6.05 of th e Ag ree ment is amended and suppl emented to includ e th e fol lowing agreeme nt of th e parties.
G6.05 l11 sura/lce
T hr oughout th e term o f this Agreement. th.: ENG I1 EE R at it s own expen se shall purchase. maintain and ke.:p in
force and effec t in sur ance aga in st cl aim s lor inj urie s to or de ath o f persons or damage s to propcny which ma y arise
out of or re sult fr o m the ENG I 1EE R's o peration s and/o r perlomJ ancc of th e work under thi s Ag ree ment. whether
such ope rati o ns and/or performance be by th .: E GINE ER. its agen ts . re pr e ent mives. \·o lunt ee r . e mpl oyees or
. ubconrrac tor or by anyone dir ec tl y or indirectl y emp loye d by any of th em. or by an yo ne for who . e ac ts any o f th em
ma y be liable .
T he E GI NEE R 's insurance coverage shall be primary insurance with re spect to the OWN ER. it s oflic .:rs, agents
and employees . Any insurance or scl l ~insurance maintained by th e OWNER. its of'lieials. ag.:nts and employee s
shall be considered in exces s of the ENGINEER's in surance and sha ll not co ntribut e to it. Further. the ENGINEER
shall include all sub co ntractors as additi o nal in sur ed s und er its commercial general liab ili ry po li cies or shall fiJrni sh
sep arate certificates and endorsement for each subco ntractor . Al l co \·erage for subcontractor shall be subject to all
of th e requ ireme nt tated here in.
The following is a li st of standard in -uran ce poli cie s alo ng with the ir respective minimum coverage a mou nt s required
in thi s contract :
Co mmerc ia l Ge ner a l Liability (CGL)
General Agg re gate : $2.000.000
Produ cts & Co mpleted Opera ti o ns: $1 .00 0.0 00
Perso nal & Ad \·e rti sin g Injury: $1.000.000
Per Occ urr ence: S I ,000 ,00 0
a. Co verage hal l be bro ad form CGL
b. o cove.: rage shall be excluded fr om standard poli cy wi th out notification of indi vidual exc lu s ions being
attac hed fo r review and acc eptanc e.
c. Wai ver of Su brogation required
Bu s ines s Autom obile Polic y (B AP)
Combined Si ngle Limit s: $1.000.000
a. Cove rage for "An y Aut o."
b. Waiver or ubro ga ti on required
Workers' Co mp .:nsa tion In surance
Starutory Lim its
Empl oyer'. Liabi lit y $500.000
Waiver of . ubroga tion required
Error s & Omissions IE&O)
Limit : I ,000.000
Page I of 2 Page s
(Ex hibit G-In sura nce)
EXHIBIT A
a. For all engineers, and/or design companies .
b . Claims-made fonn is acceptable.
c. Coverage will be in force for three (3) years after project is completed .
Upon execution of this contract, ENGINEER shall file with the OWNER valid Certificates of lnsurance and
endorsements acceptable to the OWNER. Such Certificates shall contain a provision that coverage afforded under
the policies will not be canceled, suspended, voided , or reduced until at least thirty (30) days' prior written notice has
been given to the OWNER via certified mail , return receipt requested.
The ENGINEER shall also file with the OWNER valid Certificates of Insurance covering all subcontractors.
The following are general requirements applicable to all policies :
a. AM Best Rating of A-:VH or better.
b. lnsurance carriers licensed and admitted to do business in State of Texas will be accepted .
c. Liability policies will be on occurrence fonn . E & 0 can be on claims-made fonn .
d. OWNER, its officers, agents and employees are to be added as Additional Insured to the commercial
general liability and business automobile policies.
e. Upon request of and without cost to OWNER, certified copies of all insurance policies and/or certificates o f
insurance shall be furnished to OWNER's representative . Certificates of insurance showing evidence of
insurance coverage shall be provided to OWNER's representative prior to execution of this agreement.
f. Upon request of and without cost to OWNER, loss runs (claims listing) of any and/or all insurance coverage
shall be furnished to OWNER 's representative .
Page 2 of 2 Pages
(Exhibit G -Insurance)
r ndemnifieation
EXHIBI T A
Thi s is EXHIBIT K , consis tin g of 2 pages. refe rred to in and part of
th e Agreement between OWNER and ENGINEER ror
Proressional Services dated __ _
Initi a l:
OW N ER -------:,-------
E NGhE E R ~
ENGINEER AGREES TO AND SHALL INDEMNIFY AND HOLD
HARMLESS AND DEFEND OWNER, ITS OFFICERS, AGENTS,
AND EMPLOYEES (HEREAFTER REFERRED TO AS THE
HOWNER") FROM AND AGAINST ANY AND ALL CLAIMS,
LOSSES , DAMAGES, CAUSES OF ACTION, SUITS AND
LIABILITY OF EVERY KIND, INCLUDING ALL EXPENSES OF
LITIGATION, COURT COSTS, AND ATTORNEY'S FEES, FOR
DAMAGES TO ANY PERSON(S) OR PROPERTY TO THE
EXTENT ARISING OUT OF OR IN CONNECTION WITH AN
ACT OF NEGLIGENCE, INTENTIONAL TORT, INTELLECTUAL
PROPERTY INFRINGEMENT, OR FAILURE TO PAY A
SUBCONTRACTOR OR SUPPLIER COMMITTED BY
ENGINEER OR ENGINEER'S AGENT, CONSULTANT UNDER
CONTRACT, OR ANOTHER ENTITY OVER WHICH
ENGINEER EXERCISES CONTROL (COLLECTIVELY
ENGINEER'S PARTIES). IT IS THE EXPRESSED INTENTION
OF THE PARTIES HERETO, BOTH ENGINEER AND OWNER,
THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH
IS INDEMNITY BY ENGINEER TO INDEMNIFY AND PROTECT
OWNER FROM THE CONSEQUENCES OF ENGINEER'S
PARTIES' OWN WILLFUL MISCONDUCT, JOINT OR SOLE
NEGLIGENCE AS WELL AS ENGINEER'S PARTIES'
INTENTIONAL TORTS, INTELLECTUAL PROPERTY
INFRINGEMENTS, AND FAILURES TO MAKE PAYMENTS
ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT. SUCH INDEMNITY SHALL NOT APPLY,
HOWEVER, TO LIABILITY ARISI NG FROM THE PERSONAL
INJURY, DEATH, OR PROPERTY DAMAGE OF PERSONS THAT
IS CAUSED BY OR RESULTS FROM THE NEGLIGENCE OF
ANY PERSON OTHER THAN ENGINEER'S PARTIES. TN THE
EVENT THAT ANY ACTION OR PROCEEDING IS BROUGHT
AGAINST THE OWNER FROJVI \VHICH THE OWNER IS
EX HIBI T A
INDEMNIFIED, ENGINEER FURTHER AGREES AND
COVENANTS TO DEFEND THE ACTION OR PROCEEDING BY
LEGAL COUNSEL ACCEPTABLE TO THE OWNER. THE
INDEMNITY PROVIDED HEREINABOVE SHALL SURVIVE
THE TERMINATION AND/OR EXPIRATION OF THIS
AGREEMENT.
By this Agreement, the OWNER does not consent to litigation or suit, and the OWNER
hereby expressly revokes any consent to litigation that it may have granted by the terms
of this Contract or any other contract or agreement, any charter, or applicable state law.
Nothing herein shall be construed so as to limit or waive OWNER'S sovereign immunity.
ENGINEER assumes full responsibility for its work performed hereunder and hereby
releases, relinquishes and discharges OWNER, its officers, agents, and employees from
all claims, demands, and causes of action of every kind and character for any injury to
or death of any person and/or any loss of or damage to any property that is caused by or
alleged to be caused by, arising out of, or in connection with ENGINE ER's work to be
performed hereunder. This release shall apply with respect to ENGINEER's work
regardless of whether said claims, demands, and causes of action are covered in whole or
in part by insurance.
The protections afforded to OWNER in this Exhibit K shall control and supersede
any apportionment of liability or release of liability contained elsewhere in the
Contract Documents. Furthermore, the provisions contained in this Exhibit "K"
shall survive the termination and/or expiration of this A2reement.
.
r ' CERTIFICATE OF INTERESTED PAiilifjES 1295 FORM
1 of 1
Complete Nos . 1 -4 and 6 if there are interested parties . OFFICE USE ONLY
Complete Nos . 1, 2, 3, 5, and 6 if there are no interested part ies . CERTIFICATION OF FILING
1 Name of bu siness entity filing form, and the city, state and country of the business entity's p lace Certificate Nu mber:
of business. 2018-398762
Busch Hutchison & Associates, Inc.
Baytown , TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 08/31/2018
being filed .
Baytown Area Water Authority Date Acknowledged :
3 Provide the identificatio n number used by the g overnmental entity or state agency to track or identify the contract, and provide a
description of the services, goods, or other property to be provided under the contract
FM 1405 North 16" Waterline
Engineering Services
4 Nature of interest
Name of Interested Party City, St ate, Country (place of business) (check applicable)
Controlling Intermediary
Gainer, Dana Baytown, TX United States X
Gainer, Jerry Baytown, TX United States X
5 Check only if there i s NO Interested Party. D
6 UNSWORN DECLARATION
My name is D{.l.(ltiL 4 btUNr: , and my date of birth is t14.t{ (o) l0&3 .
My address is 8010 ~\~n11 -st . E>o.'ito\0 {\ ~i 11&::521 . UZit
(stree (state) (zip code) (country)
I declare under penalty of perjury that the foregoing is true and correct.
, o" '"~ay of~. 20JfL Executed in ih«f) County, State of~ !&w-7r ~ mh) ,_,
Signature of authorized agent of cont racting busi ness entity
(Dedarant)
Forms prov1ded by Texas Eth1cs CommiSSIOn www.eth1cs .state .tx.us Vers1on V1.0.6711
EXH IBI T A
City of Baytown
CHAPTER 2270 VERIFICATION
Pur suant to Section 22 70 .002 of the Texas Gov ernme nt Code , I. ___ J_e_r_ry_I._G_a_i_n_e_r --------·the
und ersigned repre sentati ve of Busch , Hutchison & Associ ates , Inc. dba Hutchison & Associates (Co mpany Name). do hereb y
verify that the above-referenced company does not boycott Israel and will no t boycott Israel during the tem1 of the
contract to be entered into with the Cit)' ef Qa~·tewR . 8/l.yro wtJ M'.£11 !JIITER. ACA.IIIO e.t ry.
In making this verification. I understand that the following definitions apply :
I . "Boycott Israel" means refusing to deal with. terminating business activities with , or otherwise taking any
action that is intended to penalize , inflict economic hann on. or limit commercial relation s specifically with
Israel , or with a person or entity doin g business in Isra e l or in an Israe li-control led terr itory , but do es not
include an action made for ordinary busine ss purposes; and
2 . "Company" means a for-profit so le propri etorship , organi zatio n, association , corporation, partnership , joint
ve nture , limited partnership. limited li ability pattnership. or any limited liability company . including a
wholly owned subsidiary. majority -o wned s ubsidiary , parent company or affiliate of those entities or
business associations that exist to make a profit.
EXECUTED this the 3o day of A tA:Jv...~-f . 2 0_:!_~
STAT E OF TEXAS §
§
COUNTY OF HARRIS §
Busch , Hutch ison & Associa tes . Inc . dba Hu tch ison & Associates
Printed Name
President
Title
~hi\ Le...fe-be-r , th e und ersignecj no1~1)' public. on this day perso nally
':[,. CsrVI:JI\e.t-' the ft ez I de.Jil (Title) of
Bu f( j clu~e (Company Name), known to me to be the per son whose name is
subscribed to the foregoing instrument. who after by me being duly sworn , did swear and affinn that the
above is true and correct. 'tfJ.
Given under my hand and seal of office this 30 day of__,__;_:~~'----;~---· 20 J_e
. ._
.................... ":
Lot::· · :
,....
~ E
"'t-!:""'-'""'-!.><--f
·""=~~OihO"OOTT o~o?
PROPOSED
16" BAWA EAST
WATERLIN E
........
llle City of Baytov.n Texa s makes no
warranty, representation, or guarantee
regard in g the acruracy of this map.
lllis map is intended for display
purposes only an d does not
replace oftclal recorded documents.